Okla. Stat. tit. 12A, § 12A-3-307: Notice of Breach of Fiduciary

NOTICE OF BREACH OF FIDUCIARY DUTY

(a) In this section:

(1) "Fiduciary" means an agent, trustee, partner,

corporate officer or director, or other representative

owing a fiduciary duty with respect to an instrument;

and

(2) "Represented person" means the principal, beneficiary,

partnership, corporation, or other person to whom the

duty stated in paragraph (1) of this subsection is

owed.

(b) If (i) an instrument is taken from a fiduciary for payment

or collection or for value, (ii) the taker has knowledge of the

fiduciary status of the fiduciary, and (iii) the represented person

makes a claim to the instrument or its proceeds on the basis that

the transaction of the fiduciary is a breach of fiduciary duty, the

following rules apply:

(1) Notice of breach of fiduciary duty by the fiduciary is

notice of the claim of the represented person;

(2) In the case of an instrument payable to the

represented person or the fiduciary as such, the taker

has notice of the breach of fiduciary duty if the

instrument is (i) taken in payment of or as security

for a debt known by the taker to be the personal debt

of the fiduciary, (ii) taken in a transaction known by

the taker to be for the personal benefit of the

fiduciary, or (iii) deposited to an account other than

an account of the fiduciary, as such, or an account of

the represented person;

(3) If an instrument is issued by the represented person

or the fiduciary as such, and made payable to the

fiduciary personally, the taker does not have notice

of the breach of fiduciary duty unless the taker knows

of the breach of fiduciary duty; and

(4) If an instrument is issued by the represented person

or the fiduciary as such, to the taker as payee, the

taker has notice of the breach of fiduciary duty if

the instrument is (i) taken in payment of or as

security for a debt known by the taker to be the

personal debt of the fiduciary, (ii) taken in a

transaction known by the taker to be for the personal

benefit of the fiduciary, or (iii) deposited to an

account other than an account of the fiduciary, as

such, or an account of the represented person.